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NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURG, PA/AMERICAN INTERNATIONAL UN DERWRITER (PHIL.) INC., petitioners, vs.

STOLT-NIELSEN PHILIPPINES, INC. and COU RT OF APPEALS, respondents. United Coconut Chemicals, Inc. (SHIPPER) shipped 404 .774 metric tons of distilled C6-C18 fatty acid on board MT "Stolt Sceptre," a t anker owned by Stolt-Nielsen Philippines Inc. (CARRIER), from Bauan, Batangas, P hilippines, consigned to "Nieuwe Matex" at Rotterdam, Netherlands, covered by a Tanker Bill of Lading. The shipment was insured under a marine cargo policy with Petitioner National Union Fire Insurance Company of Pittsburg (INSURER), throug h its settling agent in the Philippines, the American International Underwriters (Philippines), Inc. It appears that the Bill of Lading issued by the CARRIER co ntained a general statement of incorporation of the terms of a Charter Party bet ween the SHIPPER and Parcel Tankers, Inc., entered into in Greenwich, Connecticu t, USA. Upon receipt of the cargo by the CONSIGNEE in the Netherlands, it was fo und to be discolored and totally contaminated. The claim filed by the SHIPPER-AS SURED having been denied, the INSURER indemnified the SHIPPER and thereafter pro ceeded with its claim against the CARRIER. Before the trial court, the CARRIER m oved to dismiss or suspend the proceedings on the ground that the RTC had no jur isdiction over the claim the same being an arbitrable one. It further claimed th at as subrogee of the SHIPPER-ASSURED, the INSURER is subject to the provisions of the BIll of Lading, which includes a provision that the shipment is carried p ursuant to the terms of the Charter Party between the SHIPPER-ASSURED and Parcel Tankers, Inc. providing for arbitrator. The INSURER opposed the dismissal/suspe nsion on the ground that it was not legally bound to submit the claim for arbitr ation inasmuch as the arbitration clause provided in the Charter Party was not i ncorporated into the Bill of Lading, and that the it is only RTC initially denie d the Motion but subsequently reconsidered and suspended the proceedings. On app eal before the CA, the said court set aside the ruling of RTC and ordered the IN SURER to refer its claim for arbitration. Hence, this petition. ISSUE: Whether t he the terms Charter Party, particularly the provision on arbitration, are bindi ng on the INSURER HELD:

Petition DENIED. Since the right of action of the SHIPPER-ASSURED is governed by the provisions of the Bill of Lading, which includes by reference the terms of the Charter Party, necessarily a suit by the INSURER is subject to the same agre ements It is settled law that the charter may be made part of the contract under which the goods are carried by an appropriate reference in the Bill of Lading. This should include the provision on arbitration even without a specific stipula tion to that effect. The entire contract must be read together and its clauses i nterpreted in relation to one another and not by parts. As the respondent Appell ate Court found, the INSURER "cannot feign ignorance of the arbitration clause s ince it was already charged with notice of the existence of the charter party du e to an appropriate reference thereof in the bill of lading and, by the exercise of ordinary diligence, it could have easily obtained a copy thereof either from the shipper or the charterer." We hold, therefore, that the INSURER cannot avoi d the binding effect of the arbitration clause. By subrogation, it became privy to the Charter Party as fully as the SHIPPER before the latter was indemnified, because as subrogee, it stepped into the shoes of the SHIPPER-ASSURED and is sur rogated merely to the latter's rights. It can recover only the amount that is re coverable by the assured. And since the right of action of the SHIPPER-ASSURED i s governed by the provisions of the Bill of Lading, which includes by reference the terms of the Charter Party, necessarily a suit by the INSURER is subject to the same agreements. Arbitration, as an alternative mode of settling disputes, h as long been recognized and accepted in our jurisdiction. Republic Act No. 876 ( The Arbitration Law) also expressly authorizes arbitration of domestic disputes. Foreign arbitration is a system of settling commercial disputes of an internati onal character was likewise recognized when the Philippines adhered to the Unite d Nations "Convention on the Recognition and the Enforcement of Foreign Arbitral Awards of 1958" under the Resolution No. 71 of the Philippine Senate, giving re ciprocal recognition and allowing enforcement of international arbitration agree ments between parties of different nationalities within a contracting state. It has not been shown that the arbitral clause in question is null and void, inoper ative, or incapable of being performed. Nor has any conflict been pointed out be tween the Charter Party and the Bill of Lading. In fine, referral to arbitration in New York pursuant to the arbitration clause, and the suspension of the proce edings, pending the return of the arbitral award, is indeed called for.

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